Tax withholding on vested shares for Northern Trust (NTRS) controller Landers

Rhea-AI Filing Summary

Northern Trust Corp Controller John Landers reported a tax-related share disposition tied to vesting stock units. On the vesting of 1,020 previously reported stock units, 300 common shares were withheld to cover Federal, State and Medicare taxes, while 720 shares were delivered to him. Following this tax-withholding disposition, he directly holds 7,814 common shares, plus 2,250 stock units that will convert on a 1-for-1 basis into common stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Landers John

Role Controller

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	300	$143.15	$43K

Holdings After Transaction: Common Stock — 7,814 shares (Direct)

Footnotes (1)

1. Includes 2,250 stock units payable automatically on a 1-for-1 basis in shares of the Corporation's common stock. Reflects 300 shares withheld in payment of Federal, State and Medicare taxes upon the vesting of 1,020 previously reported stock units. The remaining 720 shares were distributed to the reporting person as shares of common stock.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Landers John

(Last) (First) (Middle)

50 SOUTH LA SALLE STREET

(Street)

CHICAGO IL 60603

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
NORTHERN TRUST CORP [ NTRS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Controller

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/01/2026		F		300	D	$143.15	7,814(1)(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Includes 2,250 stock units payable automatically on a 1-for-1 basis in shares of the Corporation's common stock.

2. Reflects 300 shares withheld in payment of Federal, State and Medicare taxes upon the vesting of 1,020 previously reported stock units. The remaining 720 shares were distributed to the reporting person as shares of common stock.

Remarks:

	David A. Serna, Attorney-in Fact for John Landers	03/04/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Northern Trust (NTRS) executive John Landers report on this Form 4?

John Landers reported a tax-withholding disposition of 300 Northern Trust common shares. The shares were withheld to satisfy taxes due when 1,020 previously reported stock units vested, and the remaining 720 shares were issued to him as common stock.

Was the Northern Trust (NTRS) Form 4 transaction an open-market sale?

No, the Form 4 shows a tax-withholding disposition, not an open-market sale. The 300 shares were withheld by the company to cover Federal, State and Medicare tax obligations upon vesting of 1,020 stock units previously reported.

How many Northern Trust (NTRS) shares does John Landers hold after the Form 4 transaction?

After the reported tax-withholding disposition, John Landers directly owns 7,814 Northern Trust common shares. In addition, he holds 2,250 stock units that are payable automatically on a 1-for-1 basis in shares of the company’s common stock in the future.

What triggered the tax withholding reported in the Northern Trust (NTRS) Form 4?

The tax withholding was triggered by the vesting of 1,020 previously reported stock units. When these units vested, 300 shares were withheld to pay Federal, State and Medicare taxes, and the remaining 720 vested shares were distributed to John Landers as common stock.

What does transaction code F mean in the Northern Trust (NTRS) Form 4 for John Landers?

Transaction code F indicates payment of exercise price or tax liability by delivering securities. In this case, 300 Northern Trust shares were withheld to cover tax obligations upon vesting of 1,020 stock units, rather than being sold on the open market.